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EX-99.1 - EX-99.1 - PC CONNECTION INCpccc-20160525ex991c21247.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 27, 2016 (May 25, 2016)

 

PC CONNECTION, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware

0-23827

02-0513618

(State or Other Juris-
diction of Incorporation

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

730 Milford Road

Merrimack, New Hampshire

03054

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code:  603-683-2000

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 25, 2016, PC Connection, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy.

 

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2007 Stock Incentive Plan, as amended (the “2007 Plan”), which increased the number of shares of common stock that may be issued under the 2007 Plan from 1,600,000 to 1,700,000 shares, representing an increase of 100,000 shares. The amendment to the 2007 Plan had previously been adopted by the Company’s Board of Directors.

The 2007 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to our employees, officers, directors, consultants, and advisors, including those of our subsidiaries.  The maximum number of shares with respect to which awards may be granted to any participant under the 2007 Plan may not exceed 250,000 shares per calendar year.  A summary of the 2007 Plan was provided  in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 7, 2016 under the heading “Proposal Three – Approval of Amendment to Amended and Restated 2007 Stock Incentive Plan, as amended.”  A copy of the 2007 Plan, including all amendments, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The following is a brief description and vote count of all items voted on at the Annual Meeting:

 

(1)

The election of seven directors to serve until the 2017 Annual Meeting of Stockholders;

 

(2)

The approval, in an advisory vote, of the compensation of our executive officers;

 

(3)

The amendment of the 2007 Plan to increase the number of shares of common stock that may be issued thereunder from 1,600,000 to 1,700,000 shares, representing an increase of 100,000 shares; and

 

(4)

The ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016.

 


 

The proposals were approved by the following votes:

 

 

 

 

 

 

 

 

Proposal #1:

For

Withheld

Broker Non-Vote

Election of Patricia Gallup

20,593,450

3,981,789

937,092

Election of David Hall

20,589,888

3,985,351

937,092

Election of Joseph Baute

24,350,838

224,401

937,092

Election of David Beffa-Negrini

20,592,089

3,983,150

937,092

Election of Barbara Duckett

24,391,082

184,157

937,092

Election of Jack Ferguson

20,625,487

3,949,752

937,092

Election of Donald Weatherson

24,386,259

188,980

937,092

 

 

 

 

 

 

 

 

 

 

Proposal #2:

For

Against

Abstain

Broker Non-Vote

Approval, in an advisory vote, of the compensation of our executive officers;

24,352,308

72,386

150,544

937,093

 

 

 

 

 

 

 

 

 

 

Proposal #3:

For

Against

Abstain

Broker Non-Vote

Amendment of the 2007 Plan to increase the number of shares of common stock that may be issued thereunder from 1,600,000 to 1,700,000 shares, representing an increase of 100,000 shares;

24,335,142

199,659

40,438

937,092

 

 

 

 

 

 

 

 

 

 

Proposal #4:

For

Against

Abstain

Broker Non-Vote

Ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016.

25,440,953

42,774

28,604

 

Item 9.01. Financial Statements and Exhibits

 

 

 

(d)

Exhibits

 

 

 

99.1

Amended and Restated 2007 Stock Incentive Plan, as amended

 

 

 


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

PC Connection, Inc.

Date:  May 27, 2016

By:

/s/ JOSEPH DRISCOLL

 

 

Joseph Driscoll
Senior Vice President, Treasurer, and Chief Financial Officer

 

 


 

EXHIBIT INDEX

 

 

 

Exhibit
No.

    

Description

 

 

 

99.1

 

Amended and Restated 2007 Stock Incentive Plan, as amended